


you can do better (let me show you what a good time looks like)

by blake0tyler



Category: Women's Soccer RPF
Genre: Alternate Universe - Art School, Alternate Universe - College/University, F/F, Kelley Enjoys Making Emily Blush, Let's Blame Kelley's Body Issue Shoot, Nude Modeling, So much flirting
Language: English
Status: Completed
Published: 2020-02-26
Updated: 2020-03-13
Packaged: 2021-02-28 00:16:24
Rating: Mature
Warnings: No Archive Warnings Apply
Chapters: 2
Words: 11,933
Publisher: archiveofourown.org
Story URL: https://archiveofourown.org/works/22914619
Author URL: https://archiveofourown.org/users/blake0tyler/pseuds/blake0tyler
Summary: Emily swears at herself internally. This is so unprofessional.She’s supposed to be treating this as an assignment. She’s supposed to study proportions and shading and lines. Not make eye contact with the hot model in her Life Drawing class and imagine in vivid detail what it would be like to be fucked against the door of the supplies closet.
Relationships: Kelley O'Hara/Emily Sonnett
Comments: 57
Kudos: 453





	1. I.

**Author's Note:**

> A/N:
> 
> Hi. This is purely a self-indulgent and long-overdue reaction to Kelley's Body Issue photos.

She’s going to fail this class— _again._

The white robe hasn’t even come off of the girl’s shoulder and Emily already feels like she can’t breathe. She looks down, fumbles with her charcoal, accidentally staining her brand new t-shirt, like an _idiot_ —all the while willing herself not to blush.

(And it’s not like she’s wearing it on purpose; it’s not like she’s been thinking about it all weekend; not that she has extensively considered wearing something with cuffed short sleeves that’ll show off her biceps while she works, _just_ _in case_ the model happened to be the same girl as last semester. Nope. Not at all.)

She barely hears Professor Ellis’s instructions, too busy glaring at the white sheets of paper on her easel, too busy trying to keep it together.

It’s just a class, she tells herself.

This is art school; this is why she’s here.

She can handle a class.

Of course, that’s when someone—fucking Rose—starts coughing, and Emily looks up, distracted, just for a second, just out of reflex. Just because Rose can’t keep it quiet, right as the model—

Her breath catches in her throat.

Smooth, naked skin.

All curves and muscles.

The girl drags the white, fluffy fabric down her shoulder, exposing a long line of freckles running down her spine. Emily feels her whole body tense, watches as the girl slides out of the bathrobe with ease and confidence. She undresses herself like it’s nothing, turns toward Emily’s side of the room, a hand on her hip, her fingers looking lean and strong, and—

 _Fuck_.

Emily swears at herself internally.

This is so unprofessional.

She’s supposed to be treating this as an _assignment_. She’s supposed to study proportions and shading and lines. Not make eye contact with the hot model in her Life Drawing class and imagine in vivid detail what it would be like to be fucked against the door of the supplies closet.

“ _Sonnett_.”

Ellis’s eyes are narrowed, mouth a straight line.

Emily blinks hard, shakes herself out of it. “Sorry, what?”

“I believe I told you to move to the front multiple times already.” Ellis’s tone is cold. “You can’t see anything from back there.”

 _Not true_ , Emily thinks.

She can see plenty. She can see way too much, actually. Any closer and she will actually get a heart attack.

Biting her lip, she glances across Ellis’s shoulder, accidentally making eye contact with the girl again.

She’s got really pretty eyes.

Green with flecks of brown and gold, all gleaming and teasing and—

Emily nearly chokes when she notices the way the girl is grinning at her. Smug and confident, hand still on her hip, fingers tapping the bone almost like she _wants_ Emily’s attention there.

_Fucking hell._

She’s going to fail this class.

Again.

“Today, Sonnett.”

Professor Ellis’s voice is sharp.

With a shaky breath, she grabs her backpack off the floor, hurrying to push all her supplies, her charcoal and pencils, in as quickly as possible. She can hear Ellis gasp at the lack of care, but Emily ignores it. She’s blushing—she _knows_ that she’s blushing. Her easel is heavy, difficult to carry. She needs to push past everyone to get to the front, past Sam and Rose and Lindsey, who are all biting back their grins.

It feels like everyone is staring, like the girl is staring at her—

Emily’s backpack slips down her shoulder, causing her balance to falter one moment too long, nearly making her trip over Mal’s coat.

Rose snickers. “ _Smooth_.”

“Fuck you,” Emily mutters under her breath, finally positioning herself next to Lindsey, who is watching her like this is the most amusing thing that has happened in a while.

She props the easel up until it’s stable enough, brushes her hand over the sheets of paper to even them out, then rummages through her backpack to gather her stuff again, anything to avoid looking directly at the model, who is now only a few feet away.

“All right,” Ellis is saying. “Now that everyone is settled… Quick sketching only today, guys. We will do all the detail work next week. Remember, draw with your eyes, not with your hand. And Kelley, you know the positions, switch whenever you feel like it.”

Jesus Christ.

Emily has to dig her nails into the palm of her hand to stop her mind from—

“Bet Sonny has some ideas for positions,” Mal says.

From going _there_.

She can feel her face go flaming red.

Professor Ellis just looks confused. “What?”

“Because she already did the class last semester,” Mal adds easily. “She probably has some ideas for positions she’d like to sketch.”

Lindsey is laughing and the model— _Kelley_ —is still smirking, and Emily might actually murder Mal the next time they’re alone together. She’ll take the prison sentence.

“Right,” Ellis says, after a moment of stunted silence. “All right—well, get on with it. We don’t have all day.”

There’s a murmur through the room followed by a focused sort of silence as people slowly begin to settle into the assignment. All Emily can hear is the heavy _thud-thud_ of her heartbeat between her ears. She fumbles a little with the corner of her paper, peeling at the tape holding it in place, then pressing her thumb against it to make sure it doesn’t actually come loose. She runs a line across a piece of scrap paper, testing the tip of her charcoal, seeing if it’s sharp enough.

She’s blushing.

She’s stalling.

Fuck—she’s messing this up all over again.

Beside her, she can feel Lindsey looking at her, knows exactly what her best friend must be thinking. It’s one thing to fail the course once. It’s one thing to walk into the room on the first day of the fall semester and accidentally be so attracted to the Life Drawing model that you can barely get any sketching on paper. It’s one thing to skip half of the following sessions in a response that can only be explained as pure gay panic, hoping it’ll be someone else next semester.

It’s a _whole_ different thing to get to spring and have the exact same girl smirking at you from over the top of your easel.

With a shaky breath, Emily tries to pump a little bit of self-confidence through her body as she tells herself nicely but firmly to get it _the fuck_ together.

She can’t afford to fail this class again.

She needs the credit.

No matter what it takes, she is going to find a way to draw this girl and she is going to do it to the best of her abilities—and it will be _glorious_.

Emily glances up and promptly knocks her knee against the corner of the easel.

Kelley is half-turned toward her. She’s got her head down, just a little bit; just so that Emily can catch the perfect line of her jaw, the way her long, brown hair is flowing down her back in a sort of wavy way. Her hip is jutted forward just a bit, weight on the other leg, drawing Emily’s attention right to her thighs—the smooth, pale skin, the freckles, all the way down to her bony knee, the muscle of her calf.

For a moment, Kelley is just glancing down, but then—almost as if she knows Emily is finally looking at her—she flicks up her gaze, a hint of a smile on her face.

_Fuck._

Emily swallows hard, takes another breath, tells herself to get to work.

:::

“Explain.”

The disappointment is clear in Professor Ellis’s voice from the moment she appears next to Emily’s easel. Half the class is gathered around, looking over Emily’s shoulder.

“Oh, uh—” Emily starts, running a hand over the back of her neck. “Well, I mean, this is just some preliminary sketching, of course. Like, quick sketches… like you wanted.” Ellis frowns and Emily feels a rush of embarrassment going through her. “Anyway, I tried to focus on the way I can work with the light. Rather than, like, the… the… well, her, uh, her—”

She’s going red, trails off, right as Lindsey, annoyingly, suggests, “Her _body_.”

“ _Right_.” Emily coughs, painfully aware of the fact that Kelley’s still in the room. “I just figured I could work out the details later. Focus on the composition and the shading first.”

Ellis’s arms are crossed. She’s staring at Emily’s drawings with a mix of confusion and annoyance. “Sonnett.” Her eyes are piercing. “Why do you think we have a real life model in our class?”

Rose snickers, mumbles something to Mal that makes both of them crack up. Emily can feel the flush rise from her neck to her cheeks.

“Uh,” she says. “For observation. To practice our—”

Ellis cuts her off. “We have a _real life_ model in our class, Sonnett, because I want you to draw a _real life_ girl!” She smacks her hand against Emily’s easel. “This is improvisation! The girl you’re drawing could be any girl, because you refuse to actually _look_. And frankly, if this is going to continue like last semester, I’m not sure I can allow you to keep wasting your own and Kelley’s time.”

Emily looks down at the floor, flinches at the mention of Kelley’s name. “Right,” she mumbles. “No, I see. I—I’ll try harder. I promise.”

At that, something in Ellis’s expression softens. She flattens the hand on the top of Emily’s easel.

“Sonny,” she says, the nickname slipping through in a way that sounds almost accidental. It makes Emily look up. “Just try to be _here_ with us. Draw with your eyes, not with your imagination. That’s all I’m asking.”

She gives a final tap against Emily’s easel, then tells them all to start packing up.

Emily’s face still feels warm. It takes her a moment to get it together enough to start putting away her sketches, to push her supplies into her backpack. She can see Lindsey waiting for her by the door, ready to grab coffee at their favorite place around the corner.

She tries to hurry up, quickly makes her way to the sink to wash the charcoal of her fingers, when suddenly there’s a hand on her arm.

“Hi.”

Kelley’s face, up close, is even more shockingly beautiful than Emily is prepared for.

“Oh,” she says, and Kelley smirks.

“I’m Kelley. You’re Sonnett, right?”

She holds out a hand, and Emily—like the fucking _disaster_ she is—is already reaching for it before she realizes that her hand is dripping wet.

“Fuck,” she swears. “Sorry, I—” She quickly scans the space around the sink for a towel, and then, when she’s unable to find one, wipes her hand on the front of her shirt, effectively staining it even more. Blushing in her half soaked shirt, she takes Kelley’s hand, shaking it a little nervously. “Yeah, I’m, uh—well, it’s Emily, actually. But, like, everyone calls me Sonnett. Or Sonny. Or, I don’t know, Son. Sometimes… sometimes people call me Son.”

Kelley’s smile is wide and blinding. “Okay,” she says. “Good to know.”

She’s dressed in the white bathrobe again, looking soft and hot in a way that’s driving Emily crazy—

It’s a little overwhelming to have Kelley up in her space like this, all of a sudden. To be able to see the freckles on her nose. To notice, out of nowhere, that Kelley is just the tiniest bit shorter than her, that her smile really is the most distracting thing Emily’s ever seen—

So distracting, in fact, that it takes her a full five seconds before she realizes maybe she should speak.

“Do you come here often?” she says, before wincing at her own words. “I mean, uh, do you _do_ this often?”

“What?” Kelley says. “Strip for strangers?”

“Model,” Emily clarifies, trying to ignore the way her throat has gone dry. “For college art classes.”

Kelley leans against the wall next to the sink, studies her for a second. Then, she says, “If I need a little extra cash, yeah. It’s pretty easy money because I know most of the professors here.” She smiles. “Used to be a student, actually, back in the day.”

“Really?” Emily says, and she wants to smack herself for how eager she sounds. Still, it’s not enough to stop her from rushing out, “What year were you in? What was your major?”

“Graduated three years ago,” Kelley says, and Emily feels a little _thrill_ going through her at the sudden knowledge that Kelley is older, which immediately makes her blush even more. “I was in sculpting for most of college. I like using my hands.”

She flicks her eyes up to Emily’s as she says it, teasing and confident and Emily feels like she’s going to _die._

“That’s—” she starts. “I don’t… I don’t doubt it.”

Kelley grins.

There’s a moment of silence between them, and Emily doesn’t really know what to make of it, doesn’t understand why this _hot as hell_ girl is standing here, talking to her when she’s blushing in a wet t-shirt that is covered in charcoal stains.

Then, Kelley says, “You were here last semester too, right?”

Emily nods, tries not to think _she remembers, she remembers_. “Yeah, uh—I, uh, failed the class.”

Kelley’s mouth twitches, like she wants to smile. But somehow she manages to keep a straight face when she says, “Not because of me, I hope.”

“Oh, no!” It’s a complete lie. “No—no, of course not. You’re—you’re perfect.”

Kelley’s eyebrow arches up. “Perfect?” She doesn’t give Emily much time to recover, just grins a little wider, and then adds, almost casually, “Anyway, if you ever want some extra time to work, I’d be down for that.” She leans in just a little bit. “We could do some private sessions, if you want.”

Emily’s whole body goes hot at the suggestion.

“Just think about it,” Kelley says. “See you next week.”

With that, she winks and disappears into one of the backrooms, leaving Emily standing frozen in place at the sink.

_Fuck._

She really is going to fail this class forever.

:::

“So, she asked you out?”

Lindsey’s voice is so loud that half of the baristas look up.

Emily shushes her. “ _No_. She just—I don’t even know. She just said that we could do…” Her voice goes hoarse at the memory. “…some private sessions. If I wanted.”

“She basically asked you out.”

“Linds, she didn’t _ask me out_.” Emily tries to fight it, but she can’t put enough power in her voice. All she can do, is smile.

Lindsey is shaking her head in disbelief. “Private sessions with your dream girl…” She wiggles her eyebrows. “How the fuck did your incapable gay disaster game make that happen?”

Emily tries to kick her under the table. “Shut up.”

“Seriously!” Lindsey laughs. “She’s way out of your league, Sonny.”

“I know, okay! I know that.” Emily’s cheeks are hot—from Lindsey’s teasing and from her conversation with Kelley, and from the fact that she actually has no idea how she got here; how she’s been in her head about this girl for half a year already, and all of a sudden _this_ happened. She smirks a little. “She’s older, too. Like, she said she graduated three years ago.”

Lindsey laughs. “Oh my god, look at you. You’re way too into that.”

Emily tries to kick her again, then says, “Look—I just need to pass this class. Really. I feel like Ellis is going to kick me out forever if I mess it up. So… if that means I need some extra time with the model, who am I to say no?”

Again, it’s impossible to keep the smile off her face, even as she says it.

Lindsey just laughs, then grabs her shoulder and shakes it in a rough sort of way, saying, “Go get it, Sonny. Pass the class, get the girl. I’m here for all of it.”

:::

She’s early.

So early, in fact, that no one else is there yet, not even Sam, who is always the first.

It’s 7.47 and class only starts at 8.30, so Emily sits down on the steps in front of the building, pulls out her phone and decides to go through her Instagram feed to pass the time. There’s nothing all that exciting happening; she scrolls through the notifications, the new posts of the art accounts she follows, watches blurry videos of Cait and Ellie at a karaoke bar last night, likes a selfie that Mal posted yesterday.

“Waiting for me?”

Her head snaps up.

Kelley is standing in front of her, completely dressed.

The second the thought registers, Emily feels herself blush.

_Of course she’s dressed, you fucking idiot._

Clearly, Kelley, can see right through her, though, because she smirks. “Should I be worried that you’re only able to recognize me when I’m naked? Need me to take this off for you?”

She pulls on the collar of her jacket, and Emily’s intake is just the tiniest bit sharp. She quickly gets to her feet, running a hand through her hair to make it look a little less messy. “No—you’re—I… I mean, I’m definitely recognizing you.”

Kelley’s eyes are bright and shiny. “I’m teasing, babe.”

Promptly, Emily feels her whole body respond. Forcing herself to fake some sort of resemblance of confidence, she hears herself say, “You look really nice, actually.”

And she _does_.

Kelley’s dressed in tight black jeans that are slightly ripped just above the knee, paired with this good pair of leather boots—worn and stylish at the same time. Her hair’s up in a messy bun, exposing her jaw in a way that makes Emily’s throat dry. She’s also rocking this thin, green jacket that’s got to be too cold for the early spring weather, but works really well on her.

Something soft curls around Kelley’s smile. “Thanks,” she says, with just a slight hint of surprise.

It makes Emily feel a little bold.

Bold enough, somehow, to add, “I love the other look more, though.”

She doesn’t know where she finds the nerve, but it pays off, because Kelley laughs, the sound of it coiling hot in Emily’s stomach, before saying with a smile, “Lucky you. You get to see both today.”

Emily is smiling too hard to reply. She watches as Kelley makes her way up the stairs and shakes the door, trying to get it to open. When she realizes it’s still locked, Kelley turns around again. “Shame, I thought we might be able to get a head start, just the two of us.”

She is watching Emily’s reaction with a grin, seems satisfied when it takes Emily a few tries to mumble out a coherent answer.

“That’s—uh…” Emily swallows hard. “So, you did sculpture, you said?”

Kelley leans back against the door. “Yes, I did.”

“What was that like?”

Kelley’s expression changes. She lights up like Emily somehow hit the jackpot with that question, even though it was only the first thing she could think to say. She moves forward, drops down on the steps and taps her hand on the cold stone next to her. Hesitantly, Emily takes a seat right next to her, careful to keep enough distance between them.

Immediately, Kelley scoots a little closer, and Emily feels her face burn.

 _Keep it cool,_ she tells herself.

“You know Professor Magrelli?” Kelley is saying. “Tall guy, lots of dark hair that never seems to go grey even though he’s, like, fifty. Heavy Italian accent. Know who I’m talking about?”

Emily has seen him around. She nods, not really sure where this is going.

Kelley grins. “So, I was in ceramics freshman year. God knows why. I don’t even know how I got in to be honest—it was like they needed people to just fill that major. I have no idea why I was even there.” Emily laughs and Kelley nudges her with her knee. “You don’t understand. Every time I tried to make something, it would end up in a million pieces one way or the other.”

Emily grins. She loves the way that Kelley speaks—with her hands moving wildly, voice a little low, but so extremely captivating. She tries to listen closely, but struggles to focus on anything other than the way Kelley keeps smiling while she speaks, the flyaway hairs on her temples, all the freckles.

“Anyway, I sucked,” Kelley says, pushing her knee against Emily’s with more intention, and it’s enough to make Emily’s stomach flip. “So, here I am, breaking every single thing I’m making, right—and in walks Magrelli. And he’s like, _this girl—_ ” Kelley puts on the absolute worst impression of an Italian accent that Emily has ever heard. “ _This girl—she needs something solid. She needs stone!”_ Her smile curls wider. “So, he takes me to the yard behind his studio. You know? That empty, open space at the back of the Alistair building. And he brings out this giant piece of stone, like, bigger than anything I’ve ever touched—and he’s like, _Try break this. Promise you, you can’t._ ”

Kelley glances over at Emily, her smile wide and addictive. “And I couldn’t,” she says. “So I stayed with sculpture after that.”

Emily is trying desperately not to fall in love.

She can already picture the look on Lindsey’s face.

But honestly—

“Sounds like you’re good with your hands,” she says, just a little bit of a tease to what Kelley said to her last week.

The look Kelley gives her is worth the way the words come out a little breathy, the way she has to fight not to pull the hood of her sweater up a little higher, hide away in it.

“You bet,” Kelley says, after a second, and it doesn’t even sound that teasing. It just sounds flirty and thrilling and _soft_.

Lindsey is going to scream when she hears this.

Kelley keeps her eyes on Emily’s for a moment longer, then arches one of her eyebrows and says, “So, what about you, superstar? I’ve seen your stuff. You seem too good to be repeating an entry-level Life Drawing class.”

Emily blushes. “You’ve seen my stuff?”

Kelley smirks. “Do I have Instagram? Of course I’ve seen your stuff.”

There’s way too much in that statement for Emily to unpack at once. She can’t really get past the fact that Kelley’s been on her Instagram, feeling her face get even hotter at the thought, before Kelley is saying, “Really, you’re good.”

It’s so sincere that it snaps Emily a little bit out of her haze. She bites down on her bottom lip, suddenly very shy. “You think so?”

Kelley nods. “Why’d you decide to go here?”

Emily glances down, fumbles a little with the strings of her hoodie. “Why’d I apply for art school?” she tries, laughing a little. “Really, it was the charming perspective of a life spent making absolutely no money at all, of course.”

She’s trying to play it down, and it’s a stupid cop-out answer, and Kelley knows it, because she just waits.

Just waits until Emily kind of shrugs and gives her the truth. “I just wanted to take the shot, I guess.” Kelley’s face is still close, and before she can stop herself, Emily hears herself add, “And I wasn’t really good at anything else, you know, growing up… My sister—I have a twin, her name is Emma—she’s the kind of person who is great at everything. Like, annoyingly so. Gets perfect grades, top scorer of her soccer team. The whole thing. And I… I don’t know. I guess I wanted one thing just for me. So, I… I just tried.”

Kelley’s eyes are beautiful. She doesn’t say anything, just lets the silence stretch, and suddenly Emily feels the rush of anxiety, so abruptly it nearly knocks her back.

“Sorry,” she rushes out. “That was weird. We—I mean, I barely know you. Sorry. That was—”

Kelley’s hand is warm on her knee.

Emily stops talking abruptly.

“You’re fine,” Kelley says. “I love that a lot. You should have things that are just for you.”

Emily swallows hard. She’s staring—she _knows_ she’s staring. But Kelley’s just so close, and so attractive, and so—

So—

Her gaze flicks down to Kelley’s mouth, just for a second, but it’s enough to make Kelley’s breath hitch, so softly that Emily almost doesn’t hear it.

“I see you’ve finally decided to take this class seriously, Sonnett.”

Emily jerks away from Kelley so abruptly she nearly loses her balance, almost slipping down the steps as she scrambles to her feet. “Professor Ellis. Good morning.”

“It’s good to be on time,” Ellis is saying, already pushing past them. “You and Kelley might still be able to get some extra minutes in.”

Emily glances over her shoulder and Kelley has the audacity to wink at her.

They make their way through the still-dark halls of the academy to the drawing studio at the end of the corridor. Right before they step into the open space, Kelley grabs Emily’s wrist, slowing them a bit, just for a second.

“You know,” she says, and it’s confident and cocky in a way where Emily just _knows_ she’s about to get flustered from whatever Kelley’s going to say next. “I know you’re shy about it, but you’re allowed to look at me, you know. When I’m modelling. You’re allowed to look as much as you want.”

Kelley smirks at the flush that creeps up Emily’s neck, and Emily has the fleeting thought that this girl might actually be the death of her.

And then, Kelley adds, “Who knows, maybe I’ll even flex a little for you.”

—and Emily nearly walks right into the doorpost.

:::

She spends class trying not to let her mind wander off to dangerous places.

Kelley is not making it easy on her.

She’s posing with so much _attitude_ today—every single position completely intentional, as if her one goal today is to make Emily as nervous as possible. She keeps turning her hip out in a way that makes Emily’s throat go dry when she glances over. She keeps stretching her arms and drawing Emily’s gaze down. She keeps turning her back to Emily’s side of the studio, glancing over her shoulder teasingly, knowing very well that she’s giving Emily a perfect view of her—

“Kelley sure seems to enjoy showing off her _ass_ —” Rose groans and doubles over the moment Emily’s elbow connects with her ribs. “— _sets_. Jesus, Sonny, I was going to say _assets_.”

“Shut up,” Emily snaps, hiding behind her easel.

Rose lets out a half pained laugh. “What? Do you think you should be the only one who’s allowed to notice that your girlfriend’s really hot?”

“ _Rose_!”

Emily kind of wans to smack her.

“I see how it is,” Rose says, not backing down at all. “You want to keep this a two-person party. That’s fine. Let me just… Kelley—hey, _Kelley_!”

She steps to the side just in time, just before Emily can get her hands on Rose’s neck and strangle her.

Unfortunately, it’s already too late.

Kelley turns around, breaking the pose she was holding. But before she can say anything, Ellis is already stepping in, looking between Emily and Rose with an angry sort of frown on her face. “Sonnett. What is all this commotion about?” 

“ _What_?” Emily breathes out, disbelief coloring her voice. “It wasn’t me! I wasn’t even—”

“This is a calm space, Emily,” Ellis is already saying. “A space where we focus on our _work_. What could possibly so important that you need to disrupt the entire class?”

Emily is too stunned to speak.

Of course, Rose only needs a second. “Sonny was just saying to me that she wishes Kelley would turn back this way. She needs to get another look.”

From the corner of her eye, Emily can just about catch the way Kelley puts her hands on her hips, smirking. Emily can feel the tips of her ears turning red.

Professor Ellis is shaking her head. “This is why we change positions on a rotational basis, Sonnett. So you can work from different angles.”

Rose is full on grinning. “Oh, I’m sure Sonny would love to work Kelley from—”

Emily kicks her, nearly making Rose stumble right into Lindsey’s easel.

“ _Sonnett!_ ” Ellis’s eyes are wide with shock. “Okay, that’s enough, girls.” With an abrupt sort of force, she pulls Emily’s easel forward, out of Rose’s space, re-positioning it at the front of the room; again, way closer to Kelley than Emily should be. “Silence, now! I don’t want to hear another word from anyone.”

She leaves Emily blushing right in front of Kelley, who is looking at her like this is the best part of her entire day.

“Hi, Em,” Kelley says, and it hits hard and hot in Emily’s stomach—the nickname, the way Kelley says the words low, but not low enough for no one else to notice that her attention is on Emily and on Emily only. “Can you see me properly now? Wouldn’t want you to miss out on the good view…”

Mal snickers and Emily can feel Lindsey’s eyes burning in her back. She looks at Sam for support, but even Sam is wiggling her eyebrows.

Emily really needs some new friends—that’s what she needs.

She dares a glance up at Kelley.

And then, without even thinking about it, she blurts out, “I could really use that private session right now.”

Kelley’s eyes go wide, and for one glorious second Emily feels the rush of heat going through her at the realization that she can catch Kelley off guard, that she can make the pink rise a little higher on Kelley’s cheeks, even if it’s just a little bit.

“I said _silence_!” Ellis’s voice rings from the back of the studio.

Kelley smiles. She moves back into the position she was in before, then mouths _later_ at Emily.

Emily’s heart keeps racing for the rest of the class.

:::

(and fine—maybe she finally allows herself to look a bit; to drag her gaze down from Kelley’s neck to her breasts, throat going dry at the curve of them, the pink of Kelley’s nipples; maybe her gaze lingers on the way Kelley’s hip is turned; what is left of the faintest tan line, some last summer freckles on her leg, giving way to paler skin, to the inside of her thighs, to the hint of coarse dark hair, perfectly trimmed, then down; the smooth, pink—

Kelley winks at her, crosses her legs, teasingly; and Emily feels like she’s on fire.)

:::

At the end of the class—when Kelley has excused herself to go change in one of the backrooms, and Emily is trying not to be obvious about the way she is stalling with packing up her stuff—Professor Ellis marches over to Emily’s easel, clearly ready to rip her work apart in verbal feedback.

“Sonnett, you might want to— _oh._ ” She stares at Emily’s drawings. Her lips are pressed together tightly, eyebrows frowned, and then she adds, a little dismissively, “Right—well. Your shading needs a lot of work, Sonny. We’ve talked about this. And you need to start adding in facial expressions. But—” She hesitates. “At least you’re finally using your eyes.”

When Ellis turns around, Lindsey’s right there, holding out her hand for Emily to low five it.

“Fuck,” Lindsey hisses. “From her, that’s, like, the biggest compliment. Let me see what you—”

She reaches for Emily’s sketches, but Emily slams her hand over her easel so hard that she nearly pushes the whole thing over.

Lindsey’s eyes narrow, and then she smirks. “Oh, it’s private, now? Some artist you are.”

“Don’t—” Emily swallows thickly, feeling embarrassed. “Not when she’s still—”

“You ready?”

Emily whips around.

Kelley is standing in front of her, dressed in actual clothes again rather than the bathrobe.

“ _Ready_?” Emily chokes out.

Kelley’s eyes are pinning her. “I thought you wanted some private time.”

Next to her, Lindsey chokes on nothing, and Emily feels heat go up her neck. “Oh,” she breathes out. “You were—I didn’t know if you were serious—I—” Kelley smirks and Emily blurts out, “Yes. Fuck. _Yes._ ” Her eyes go wide. “I mean—if you want to, we could—we could do that.”

“Good,” Kelley says. “Because I definitely want to.”

It’s going to kill her, Emily thinks. All this confidence, this attitude, this forward way of how Kelley seems to deal with everything—whether it’s stripping out of her clothes in front of a classroom of college students or offering to do it again privately, just for her.

Lindsey is making a strangled sort of sound, and then says, “Okay, bye.” She’s already grabbing her bag, half-way to the door when she turns around and looks at Kelley. “I’m Lindsey, just so you know. You’ve got a really great body. And you—you better be good to Sonny. I’m out of here. Bye.”

The door slams closed.

Emily winces a little in embarrassment. “Sorry,” she says. “I’m not sure what she meant with, uh, well—when she said…”

She runs a hand over the back of her neck and Kelley smiles softly. “Don’t worry, I know a best friend warning when I see one.” Her smile curls flirty. “Guess I’ll have to promise not to break your heart.”

Emily feels her throat go dry.

She bites down on her bottom lip, struggling to find something to say. “So… About the… I mean, uh, do you really want to? To…”

She gestures around vaguely, her gaze getting stuck on the collar of Kelley’s jacket, cheeks going red at what she’s actually suggesting, what— _maybe—_ Kelley is actually offering.

“What, here?” Kelley says. “No, I just got dressed, babe. Let’s go to my place.”

She grabs Emily’s hand and tugs her towards the door, before Emily can fully realize it’s actually happening.


	2. II.

**Notes for the Chapter:**

> A/N: This was an exercise in how far I could stretch the sexual tension.

Kelley’s apartment is something else.

Emily can’t keep the shock off her face when she looks around the wide open space. It’s almost like a loft. There’s a kitchen at the far end, nice and simple, if a little small, and through a half opened door at the back, Emily can catch a glimpse of the bedroom. She tries to ignore it, forcing herself to look away from the soft gray sheets, the pillows, focusing instead on—

It’s difficult to describe it, really.

The apartment might be one of the messiest art studios Emily has ever been in. There’s a large white square of plastic taped to the floor, setting the area apart from the rest of the apartment, and there are supplies lying around everywhere; old easels and dirty paintbrushes and torn up canvasses and half-finished stone sculptures. There are piles of drawing pads, second-hand art catalogues with bent spines, the occasional sculpting tool box.

Emily blinks hard. “So, what is it you do again?”

Kelley laughs from behind the stove. “Yeah, sorry about the mess. I work here.”

“You and… seventy other artists?” Emily says, tentatively.

She moves closer to the kitchen, watches as Kelley cracks eggs into a frying pan.

“I run a program,” Kelley says. “For kids in the neighborhood. Subsidized art classes—it’s mostly paid for by the city. But they didn’t want to get us a real studio to work in so I do it here.”

“Wow,” Emily breathes out. “That’s… That’s really cool.”

Kelley turns to her, grinning. “It’s fun.” She runs a hand through her hair, and Emily has to resist the urge to step forward and brush a loose strand behind Kelley’s ear. “It’s exhausting and it barely pays the rent, but it’s fun. It’s…” Her expression softens. “I like that they get to have something for themselves here.”

Her eyes linger on Emily’s, and she can feel the echo of this morning—from when they were talking on the steps in front of the academy.

She feels her whole chest warm up.

Kelley smiles at her for a second longer, before turning back the stove. She gets two plates out, and serves Emily fried egg on toast with avocado, which is so fucking delicious that Emily nearly moans when she takes the first bite.

“Want a drink?” Kelley says, pulling a bottle of white wine from the fridge, and it’s _lunch_ , and they barely even know each other, but Emily is nodding yes before she can talk herself out of it.

It’s surprisingly easy.

They talk about art and about the city; about which galleries they like, which ones they think are overrated. They talk about school and what it was like when Kelley went there and what it’s like now. Emily hears herself ramble about her friends—about Rose and Lindsey and Mal and Sam.

Kelley grins, asks a lot of questions, flirts with her eyes and her mouth and her whole body, and it’s driving Emily crazy.

It’s driving her crazy, it’s making her want way too much way too soon, and it’s making her feel bold; the fact that somehow she’s ended up in this girl’s kitchen and it feels like _this_.

“Are you really going to let me draw you again?” she hears herself say. “Or do you only get girls in here to eat avocado toast with you?”

It’s the wine, she thinks, that has got her feeling looser. It’s the wine, but it’s also the daylight and Kelley’s smile and the lack of pressure of being inside a studio with all of her friends watching.

Kelley smirks. “Are you saying you don’t want to eat avocado toast with me?”

Emily feels herself blush. “Is that subtext?”

It’s worth it for the way that Kelley’s eyes on her go dark in a way that’s just—

Just so—

Kelley smirks at her.

“Guess we’re about to find out,” she says, pulling her shirt up over her head and throwing it in Emily’s face. “Come on.”

:::

She’s seen Kelley naked a few time now.

It doesn’t make it any easier.

She has positioned herself in the middle of the apartment, surrounded by all of her art supplies and designs, and Emily was hoping it would be distracting, but Kelley is still just as captivating and gorgeous as she is in the studio. If anything, the fact that they’re in Kelley’s apartment makes the whole thing feel intensely more intimate and hot.

“How do you want me?”

Emily nearly chokes on her own breath. “Oh, uh, just, uh…”

Kelley smirks and says, “Why don’t you come over here to position me?”

Emily bites so hard on her bottom lip she nearly splits the skin.

That’s—

She can’t just—

She swallows thickly, feeling nervous and a little tense as she lets her eyes run over Kelley’s body, her mind already skipping ahead to what it would be like to touch Kelley’s skin, to turn her shoulder outward so the light catches the hollow of her collarbone, to slide her fingers lower, wondering if Kelley’s breathing would change if she—

“Em.”

“Sorry, what?”

Kelley is still smiling, but there’s a rush of embarrassment through Emily’s body.

_Fuck._

She’s suddenly impossibly conflicted—too much too soon—caught between the impulse to step closer and the impulse to run out of the door and drop out of art school all together. She can’t seem to figure out how to both let herself do _this_ —wanting to flirt back, wanting see if she can somehow get Kelley to blush again, even if she doesn’t know exactly how—and wanting… wanting to pass her class, wanting not to be too forward, wanting to do this _right_ , whatever the hell that means.

Kelley seems to sense some of her hesitation, because her smile softens a bit and she says, “Or I can do the same thing as always?”

Emily nods, feeling equal parts relieved as embarrassed about the fact that she suddenly got so flustered and unsure.

Kelley jerks up her chin just a little bit, and then she says, “Can’t wait to have your eyes on me again.”

It’s so hot that it pushes right through Emily’s anxiety, a bolt of reassurance, of confidence.

She looks right back at Kelley, as she says, “Better get started then.”

:::

It doesn’t go the way she wants it to.

Emily’s heart is racing in her throat, and she can’t seem to get it to slow down.

She runs a hand through her hair, accidentally staining her forehead with charcoal. She bites down on her bottom lip, takes a few steps back to look at her work, feeling a weird sort of pressure behind her eyes. She swallows hard.

She’s messing this all up.

With her throat constricted, she stares at the fucking _disaster_ that is her work.

It’s not fair, she thinks.

She’s got the most beautiful girl she’s ever seen in her entire life naked in front of her, and somehow Emily can’t get it to work on paper. She can’t get _anything_ to work; drawing, being alone with Kelley in this apartment. She’s messing it all up, all at the same time.

“Fuck,” she mumbles, voice rough .

Kelley frowns. “You okay?”

“I…” Emily tries to get the oxygen into her lungs. “Sorry—I’m… it’s not…” She feels shaky. “I can’t do it.”

She keeps her eyes down, staring at the easel. She doesn’t dare to meet Kelley’s eyes.

It takes a moment—a moment where all Emily can feel is the rushing of blood in her ears, all the tension in her wrists as she tries to draw a few more lines and only ends up making things worse—and then there’s a hand on her arm.

“Em.”

Kelley’s dressed.

Or—

She’s pulled her underwear back on and slipped into a black zip up hoodie, which is still half unzipped and nearly falling off her left shoulder. But she’s more or less dressed, touching Emily’s arm with a slight frown on her face. “You okay?”

“Yeah, yeah, it’s just—” Emily’s hand reaches forward to cover her drawing, and Kelley tracks the movement. “I… I feel like I’m screwing it up.”

“Screwing what up?” Kelley says.

_Everything_ , Emily wants to say. _Making a move,_ she wants to say. Instead, she mumbles, “Drawing you.”

It helps that Kelley’s clothed. She doesn’t say anything for a moment, just watches Emily’s face, like she’s trying to read through Emily’s expression.

Then, her touch softens and she strokes across the bare skin of Emily’s forearm for a second, before dropping to touch the paper on the easel instead.

“Can I see?”

Kelley brushes her fingertips against Emily’s, and it’s so…

Emily drops her hand, lets Kelley look.

Kelley studies herself. She lets her fingers trace the lines that Emily has made; examines the angles, the shading.

It takes longer that it should, making Emily feel like she’s going to stay tense like this forever. She doesn’t know what to look at, doesn’t want to look at Kelley’s face. Earlier, she was scared Lindsey could see it on the paper, now, she’s scared that Kelley can; how she’s so into Kelley she can’t actually make it work

“Okay, it’s messy,” Kelley says after a moment. “But it’s not bad, Em. It’s—” She hesitates just for a second. “It’s honest.”

Emily can feel her cheeks burn. “It can’t be honest. It’s a graded assignment.”

Kelley laughs and the sound eases something in Emily’s stomach. Kelley’s smile is close and charming. She nudges Emily with her hip. “No,” she says. “Good art is supposed to be honest.” She traces an angle on the paper with her finger, traces the way Emily’s drawn the curve of her breast. “I like that it shows I make you flustered.”

Emily instantly blushes a deeper shade of red. “Yeah?” Her voice is small, no hiding how affected she is by Kelley. “You don’t think I’m messing it up?”

Kelley is standing close enough that Emily can feel the heat of where their arms are brushing against each other. For a moment, Kelley’s eyes flick down to Emily’s mouth and—

Emily freezes.

But before anything else happens, Kelley is grabbing Emily’s hand, intertwining their fingers as she starts to pull her away from the easel.

“What are we—”

There’s a red velvet couch positioned against one of the back walls of the apartment, bright sunlight falling directly on it through the wide windows. Kelley grabs a drawing pad from a table and tosses it to Emily, then drops down on the couch, leaning back against the arm rest.

She pats the space next to her. “Come on.”

Emily feels a tiny smile tugging at the corner of her mouth. “What are you doing?”

“I’m modeling,” Kelley says with a grin. “I’m trying to make you less nervous.”

Emily smiles softly. “Just like this? On the couch?”

Kelley nods, but then her hand’s on Emily’s knee and she says, “You have to really look at me, though. You have to stop holding yourself back.” Her eyes are serious for another moment, and then she arches her eyebrow teasingly. “Don’t worry, I’ll keep the hoodie on. For now.”

Emily leans a little deeper into the couch.

She takes a breath, then opens the drawing pad.

:::

It helps to be closer.

The sunlight is beautiful on Kelley’s skin, lighting up the details; the freckles on her nose, her forehead, the way they run all the way up to her hairline; the dark of her eyebrows, the arch of them sharp in a way that makes something tight in Emily’s stomach; the line of her upper lip, pink and thin, how she seems to have to try to stop herself from smiling.

Emily’s pencil is quick on the paper now; trying to capture the exact crease at the corner of Kelley’s mouth, just how pretty her eyelashes are, the way her ear curves, the shape of her jaw, exposed skin of her neck—

“Kell,” Emily mumbles, so pulled in by the color of Kelley’s eyes that she barely hears herself slip on the use of the nickname.

Kelley’s fighting a smile. “What?”

“Turn a bit more to your right.”

Kelley barely moves. She just keeps looking right back at Emily, eyes widening when Emily, impatient, is already scooting forward on the couch, closer, reaching out her hand—

She tips Kelley’s chin to the side. “Like that.”

Kelley’s exhale hits against her fingers, and for a second Emily feels distracted by it.

But then Kelley glances down, her eyelashes fluttering and the angle is just _perfect_ —

Emily’s pencil is already back on the page, working quicker than her mind, quicker than her eyes even. It feels like her whole body is burning as she takes Kelley in; the way Kelley’s cheeks have gone a little pink, how her breathing seems the slightest bit quicker. It feels like her fingers have finally taken over; committing the image to paper, finally getting it right, finally letting her _look_. The confidence in Kelley’s shoulders, the proud curl of her lips, the way her body seems tuned to Emily so beautifully, so fearlessly.

_She wants it like this_ , Emily realizes, hot and sudden.

Kelley wants to be looked at like this; absolute center of Emily’s attention.

She leans in closer, stroking a loose strand of Kelley’s hair behind her ear, and before she can stop herself, she breathes out, “Fuck, you’re beautiful.”

Kelley doesn’t meet her eyes. She stays exactly in position, stays exactly like Emily wants her, but still, Emily can feel the way the words fall, the tremble that goes through Kelley’s body, tiny wave of uncontrolled reaction.

And suddenly, Emily feels brave, feels—

The desire hits her sharp and sudden and she hesitates for just a second. But then—

Her fingers are already on Kelley’s neck, already drifting lower, to the zip of the hoodie. She tries to keep her voice as steady as possible when she whispers, “Can I…”

Kelley swallows. “Take it off?” she says, voice hoarse in a way it wasn’t before.

Emily nods.

And Kelley—

“Yeah, you… you can.” It’s only because Emily is sitting so close, otherwise she wouldn’t have been able to pick up on the nervous edge, the way Kelley suddenly can’t seem to be obscene or flirty about it, only honest and a little bit vulnerable, when she adds, breathlessly, “Want you to.”

Emily drags the zipper down.

Her fingers brush against Kelley’s skin, skim between her breasts just for a second—something that has Emily going bright red—but then, refusing to lose her nerve, she hooks them into the fabric and pulls it down Kelley’s shoulders.

Her breath catches in her throat.

Kelley is _gorgeous_.

Emily sits frozen, pencil stilled on the paper as finally, she looks and looks and _looks_.

“Wow,” she breathes out.

Kelley grins, says, “I’ve looked like this the whole time, Em.”

“I—” Emily’s throat is dry. “I know, but… I wasn’t… I couldn’t…”

She doesn’t even know what she’s trying to say. She can’t drag her eyes away. Can’t stop herself from wanting everything at once; to get closer, to get her pencil on the paper, to draw Kelley, make art out of her, kiss her, touch her, trace every single part of Kelley’s body with her fingers—

“Draw me like one of your French girls,” Kelley says.

It snaps her back to attention.

Emily blushes and Kelley smiles.

“Only if you sit still,” Emily mumbles, and Kelley winks at her.

“I’ll try.”

:::

It’s not professional—

To draw the line of Kelley’s collarbone and imagine what it would be like to trace the skin with her tongue; to draw the curve of Kelley’s breast and imagine cupping it, wanting to make Kelley arch into it; to draw the dark of Kelley’s nipple and imagine sucking it into her mouth, biting on it, making Kelley moan and tremble—

It’s not professional and Emily burns her way through it, but it works.

She feels breathless and proud and _good_ at what she does.

She feels like she’s bringing her Kelley’s beauty to the paper and that—

Well, maybe that’s worth every uncontrolled thought that Emily has.

:::

They take a break after a while.

Kelley slips back into the hoodie and her underwear, and Emily closes the drawing pad, watches as Kelley grabs the bottle of wine from the fridge to finish it.

She feels hot and a little bit turned on and that, in combination with the wine, is making it way more difficult to think clearly. And maybe the wine is having similar effects on Kelley, because it’s still early, the sun hasn’t even set yet, but yet, Kelley somehow thinks this is an appropriate time to push the limits of Emily’s control even more.

“Truth or dare?”

“What?” Emily laughs.

Kelley pokes her. “Come on, you know how it works. Truth or dare?”

Emily sputters, then, reluctantly, mumbles. “Dare.”

Kelley’s eyebrows shoot up. “Really?”

It makes Emily feel weirdly proud. She flashes Kelley a smile. “Of course. People who pick truth are weak.”

Kelley grins at her. “Depends what kind of questions you make them answer.” She holds Emily’s gaze, and then, casually, adds, “But fine. Strip for me, then.”

Emily chokes. “ _What?_ ” 

“Oh, sorry,” Kelley says. “I was meant to save that one for later.” She laughs at Emily’s bright red cheeks. “All right, I dare you to…” She grins wider. “… send a selfie of us to your art class group chat.”

“Oh, fuck, no.” Emily swears. “I’d rather strip.”

“Yeah?” Kelley brings her wine glass to her mouth. “Your choice, babe.”

Emily glares at her, feeling her heart race in her chest. Then, groaning, she takes her phone out of the back pocket of her jeans. “I’m not going to live this down.”

Kelley moves closer to her on the couch. “Oh, come on, you can take a little bit of teasing.”

“Have you _met_ Rose?”

Kelley laughs, her smile going shy for a moment as Emily opens the front camera and they’re suddenly so _together_ on Emily’s screen. Emily can feel herself blush even more and she quickly takes the picture, too distracted by how close Kelley is sitting to really worry about angles or lighting or anything else.

When she glances down, she has to bite her lip, because Kelley’s not looking in the camera but at her, and it’s—

It looks—

God, Rose is going to have a field day with this.

“What’s your number?” she says to Kelley, still half distracted.

Kelley grins. “Oh, are you going to ask me out?”

“To send you the—” Emily feels flushed all over. “Just give it to me.”

Kelley takes her phone, grinning. She puts her contact info in, then types something, before handing it back to Emily and saying, “Here, did it for you.”

Her art class group chat is open, the selfie already sent. Kelley’s captioned it with _private lesson with the model!!!_ and Emily wants to jump on top of her and strangle her.

Strangle her or kiss her.

“You’re lucky Ellis isn’t in this chat,” she says. “I’m sure this violates, like, seven professionality protocols.”

Kelley just cocks her eyebrow at Emily, bare thigh pressing against Emily’s teasingly. “Only if you would actually do something about the fact that I’m so into you.”

It sends a wave of heat through Emily’s stomach.

_Fuck._

She stares at Kelley, trying to keep her body under control, trying to fight the impulse to just lean forward and push Kelley back into the couch—

“Truth or dare?” she hears herself say instead.

Kelley holds her gaze. “Truth.”

“Who is your celebrity crush?”

Emily cringes the second she’s said it, hates herself for how fucking _lame_ she is.

But Kelley rolls with it. “Brie Larson. Obvious choice.”

“Obvious, why?”

“Blonde and badass.” There’s a hint of something there, but Emily can’t really let her mind go there, especially not when Kelley presses her thigh closer once again, saying, “Now ask me something real.”

Emily blinks hard. “Uh—

“I’m sure there’s something you’d like to know…” Kelley presses, taking another sip of her wine. “Favorite sex position, any secret kinks…”

_Jesus._

“Do you—” Emily’s throat is dry. She hesitates, then forces herself to look right at Kelley when she says, “Do you have sex on a first date?”

Kelley’s mouth parts, and then, she leans in closer. “Is that subtext?”

Emily can feel Kelley’s breath on her mouth, feels dizzy on the wine and on the conversation. “That—that’s not…”

“Maybe I should dare you to find out,” Kelley whispers.

She licks at her bottom lip and Emily holds her gaze, feels so impossibly attracted to her that she thinks she’s going to pass out. And it’s almost a game, almost like they’re pushing the limit, like they’re trying to see how far they can go before one of them gives in—

Kelley pecks Emily’s cheek. “Break’s over, babe. You’ve got a portfolio to finish.”

Emily blinks hard. “Don’t I have five more weeks to finish it?”

Kelley stands, zips her hoodie down, watches with a smirk as Emily’s mouth goes dry at the sight. “Don’t you want me naked?”

She teases the fabric open, gives Emily a hint of her breast, before she spins around, pulling it off and throwing it into a corner. When she turns back, she is grinning, fingers on the waistband of her panties. “Dare you to help me out of these.”

It hits right between Emily’s legs, tense and heated. She meets Kelley’s eyes. “I’m pretty sure it’s my turn.”

“Is it?” Kelley says. “You never completed the last dare.”

Emily leans back, puts her arm on the arm rest. “You never answered the question.”

Kelley doesn’t respond.

She just steps the tiniest bit forward, closer to the couch, fingers on her hips. There’s so much heat in her eyes that Emily feels her heart speed up at the sight of it. It’s almost like a challenge, like she thinks Emily won’t actually do it, like—

When she touches Kelley’s thigh, the skin is soft and smooth, pale and freckled, and Kelley’s inhale is sharp.

Emily’s fingers are trembling.

She brings her hand up to Kelley’s right hip, drifting the tips of her fingers over the bone for a moment, before hooking them behind the waistband of Kelley’s underwear.

Kelley bites down on her lip, and Emily—

_Fuck._

She brings her other hand to the inside of Kelley’s leg, feels the shiver that goes through Kelley, making her stumble forward just a bit, suddenly directly between Emily’s legs.

“ _Em_ …”

“Yeah?” Her voice is hoarse.

Kelley doesn’t say anything else, gasps as Emily’s fingers stroke over her skin.

There’s a rush of power as Emily brings her hand to Kelley’s other hip, hooks her fingers under the edge of Kelley’s panties.

She meets Kelley’s eyes, swallowing hard at the way Kelley is already looking down. Then, slowly, as slow as she can, she pulls the fabric down until it drops to the floor.

They’ve not been this close before. Not with Kelley completely naked. Not with Emily’s fingers on her skin, on the inside of her leg, inches from—

Kelley’s eyes are burning, and Emily—

She feels so turned on, she thinks she’s going to collapse from the force of her desire. From wanting to run her hands all over Kelley’s body, from wanting to put her mouth to Kelley’s skin, from wanting to pull her down into her lap and _touch her everywhere_ —

Kelley bites down on her bottom lip, and then, with a flash of something bold in her eyes, she moves in even closer.

Emily’s breath catches in her throat.

Kelley smirks, puts a steadying hand on Emily’s shoulder as she steps out of her underwear, and then slides down to the couch, right next to Emily. “Ready for part two, babe?”

:::

If it’s a game, then Kelley is winning.

That’s the only coherent thought that keeps running through Emily’s mind; everything else occupied with _skin_ and _heat_ and _tension_.

They’re so close right now, way closer than before. Close enough that Emily can feel the warmth radiating off of Kelley’s skin. Close enough that the tiniest adjustment in Kelley’s posing, even on the couch, is enough to drive Emily to near insanity.

If it’s a game, then Kelley is winning, because Emily can feel the last of her control wavering with every passing minute.

She watches the way Kelley arches her back just a little bit, drawing Emily’s eyes to her chest, to the stiff peaks of her nipples.

“Kell…”

Kelley doesn’t meet her eyes, just keeps her gaze on the room. But even like this, Emily can see the way her mouth curls up just a little bit, like she’s not provoking Emily on purpose. “What?”

“You can’t—I’m—” Emily’s voice is so hoarse she needs to cough. “I’m trying to work here.”

Kelley’s gaze flicks over. “I am, too, babe.”

She uncrosses her legs, and Emily can’t stop her thoughts, can’t fight the way her mind pushes the images forward; getting between Kelley’s legs, running her hand up the inside of Kelley’s thigh, mouth on Kelley’s nipple as she—

“You’re not even drawing.”

Emily’s whole face goes red.

“I’m—” she stutters.

“You’re what?” Kelley counters.

And then, Emily loses all ability to speak, because Kelley turns her leg, puts her foot on the couch, so that her legs are parted, drawing Emily’s gaze down, right to where she wants it, and—

“ _Fuck,_ ” Emily chokes out.

She drops her drawing pad, can’t tear her eyes away from between Kelley’s legs, where she’s pink and glistening and—

Kelley’s wet.

Emily’s fingers clench so tight that she’s pretty sure she’s going to break the pencil.

She forces her gaze up, forces herself to look at Kelley.

Kelley, whose cheeks are tinted red, her eyes searching, like she’s feeling just the tiniest bit exposed.

And Emily—she’s so _into_ it, maybe even more than the fact that Kelley’s turned on, she’s into the fact that Kelley is shy about it, that she’s trying to read Emily’s reaction, trying to decide if she went too far with it or not.

Emily thinks she’s losing her heart.

“Kelley…” she whispers.

And—

Kelley’s hand fists hard into the fabric of Emily’s t-shirt, yanking her forward, and then they’re kissing.

It’s the neediest first kiss Emily’s ever had. She gasps against Kelley’s mouth, groans at the shock of it, the sudden snap of tension. But then Kelley’s hand is already sliding up her neck, and Emily _melts_ ; parts Kelley’s lips with her own, swipes her tongue inside, and loses all control at once.

She’s shifting forward before she can stop herself, half by her own desire and half by the fact that Kelley basically drags Emily into her lap.

Closer, closer—

She pushes Kelley back against the arm rest, rocks her hips forward, straddling Kelley.

Kelley moans into her mouth, hands already trying to work their way under Emily’s shirt, pulling hard, and Emily groans, breaking the kiss just long enough that Kelley can drag her t-shirt up over her head.

“God,” Kelley husks into Emily’s neck. “You’re—fuck, need you naked—need you—”

Emily kisses her, swallowing the rest of Kelley’s words. Her whole body is buzzing with heat, and she can’t hold herself back anymore. She rocks forward even more, hands already on Kelley’s ribs, wanting, wanting—

Kelley’s tipping her head back, and Emily’s been looking at her _all fucking day_ , and she really can’t stop herself—

She marks up Kelley’s throat with her mouth, cupping both of her breasts at the same time, and Kelley swears.

“Fuck, Em— _baby_ —”

The word changes into a groan as Emily licks lower, sucking Kelley’s nipple into her mouth. It causes Kelley to arch, hips shifting up, thigh sliding right between Emily’s legs.

Emily whimpers, releasing Kelley’s nipple with a _pop_.

It’s embarrassing how turned on she is, how needy, how out of control, how uncomfortably wet against her jeans—

And then—

The thought slides hot through Emily’s mind; what got them here in the first place.

Kelley is fumbling with the strap of Emily’s bra, trying to get it off with shaking fingers, but then, Emily’s hand slides to the inside of Kelley’s thigh, working tightly between their bodies, and Kelley’s nails dig so hard into Emily’s back that it makes her groan.

“Fuck, Em…”

Kelley is wet and slippery against the tips of Emily’s fingers, her breath hitching against Emily’s mouth.

Emily kisses her, softer than before, teases her fingers through Kelley’s wetness, feeling her tremble. She leans down again, licking at the other side of Kelley’s neck, wanting—

_She wants people to see._

The realization hits her hard; she wants Kelley to walk in to their next drawing class with hickeys on her body that weren’t there before; wants to color the dark red on paper; wants to feel the rush of heat every single time she looks at her, knowing _she_ is the one who did that to Kelley—who gets to have Kelley writhing under her, desperate and close to begging.

“ _Emily—_ ”

She teases her fingertips inside, just for a second, just to hear the cut-off moan from Kelley’s lips.

But Kelley is already pulling her down and kissing her, all tongue and heat; fingers sliding into Emily’s hair, as she rocks her hips up, making Emily’s rhythm falter.

And then—

She could have known that Kelley wouldn’t give up control for long.

Could have known Kelley would be excellent at topping from the bottom.

Her jeans are unzipped before she can register it, Kelley’s hand sliding right into her underwear before she can gasp—her breath already swallowed by Kelley’s mouth as she fucks two fingers into Emily, just like that.

Her whole body shudders.

She moans into Kelley’s mouth, slumping forward. “Fuck, Kell—fuck, babe, _fuck, fuck—_ ”

Kelley has the nerve to smirk. “That’s the plan.”

Emily goes tight on Kelley’s fingers. The angle isn’t perfect. In fact, she shouldn’t be able to get off like this. She needs way more, usually. Needs pressure on her clit, needs—

Kelley curls her fingers and Emily nearly screams.

“Oh my god—” Her voice is all fucked up.

She’s so wet, and Kelley is fucking her fast and a little bit rough, and Emily has been tense for hours, can feel herself skyrocketing towards the edge at an embarrassingly fast pace.

Kelley licks at her neck, lets the palm of her other hand run across the fabric of Emily’s bra, right over her nipple.

“You’re so hot,” she husks into Emily’s skin. “I know I’m supposed to model for you, but, Jesus, Em—it’s so hard to keep my hands off you when you’re working.” She makes a sound, almost like she wasn’t planning on confessing that. Emily is shaking, rocking her hips down harder, and Kelley says, “The whole damn time, I’m thinking about how much I want your hands on me. That’s why I get so wet when you’re drawing me. I just want you to fuck me, just want you naked, just want to feel you.”

“ _Kell—_ ”

Her orgasm hits suddenly, making Emily tremble through it. She is wet and shaky in Kelley’s lap, skin flushed from the neck up, her breath coming out ragged.

Kelley grins. “You’re okay?”

She moves her fingers, just to tease, and Emily gasps. “That’s—Kell, fuck—”

Kelley kisses her, then, slow and deep, letting Emily fall into her a little bit. Her mouth is soft and warm and Emily, still trembling, suddenly wants to be naked, wants to feel Kelley’s skin against her properly.

She moves her hips up, wincing just for a second as Kelley slides out of her.

Kelley’s eyes are wide, watching her with a little bit of confusion as Emily gets up, her legs so shaky that it takes her a second to find her footing. But then, Emily unhooks her bra, pushes her jeans and underwear off completely. She’s naked and blushing, can feel the heat of Kelley’s eyes on her, thinks for a second, _this is what it feels like then_ , before holding out her hand.

There’s a glint in Kelley’s eyes. “What are you doing?”

Emily just drags her up.

:::

She goes down on Kelley against the door of Kelley’s bedroom.

They don’t make it across the doorstep because the second Kelley walks ahead of Emily to lead the way, Emily gets distracted by Kelley’s ass, by the need to touch her, to feel her, to—

She goes down on Kelley against the door and her knees hurt on the floor, but it’s worth it for the way that Kelley gets _loud_ , gets _pushy_ , fists her hand into Emily’s hair and grinds herself to an orgasm that makes Emily so wet she immediately needs to be fucked again.

Kelley, hair messed up and skin flushed all over, pushes her onto the bed, and gives in.

:::

Rose and Lindsey nearly tackle her to the ground when she walks into the studio.

“How _dare_ you ghost us like that—” Rose is shaking Emily’s shoulders violently. “You can’t drop a picture like that on us and then just _disappear_ , Sonny!”

“I’m your best friend,” Lindsey is already cutting in, pushing Rose aside. “I’m your _best_ of all friends and you lock yourself into an apartment with the hottest girl that has ever shown interest in you for like a _week_ , and you don’t even call me—”

“Keep your fucking voices down,” Emily snaps, already blushing. “Not everyone needs to know—”

“Oh, we know, Son.” Mal wraps an arm around Emily’s shoulder, grins. “Doesn’t take a genius to figure out that you’ve been _banging_ the—”

“Hey, Em.”

Emily spins around, shoves Mal off her as quickly as she can.

Kelley is standing a few feet away, dressed in the white bathrobe. She’s got her hair up and Emily can’t help but glance at the dark red marks on Kelley’s throat, disappearing lower behind the collar of the bathrobe.

Someone—Sam of all people—whistles a bit, but Emily forces herself to ignore it.

She can’t look away, can’t stop biting her lip, thinking about last week, thinking about Kelley’s bed, her hands on Emily’s body, making her shiver and shake and—

“ _Sonnett_.”

Emily whips around at the sound of Professor Ellis’ voice. It’s almost comical. Lindsey surely seems to think so, snickering and nudging Rose.

“Yes?”

Ellis strides forward. “Any progress on your work?”

“Oh.” Emily blinks sheepishly. “Eh—yeah, uh, a bit.”

“I’d like to give you some pointers before we get started today,” Ellis says. “Use our time as efficiently as possible.”

“I’m sure that Sonny—”

Emily kicks Rose’s shin before she can finish the sentence. It doesn’t even matter what she was going to say; it was only going to embarrass her more.

She can feel Kelley’s eyes on her as she grabs the drawing pad from her backpack, handing it over to Ellis with a sting of nerves in her stomach.

It’s—

It feels so private, so personal now.

Her hands are getting slightly clammy as she watches Professor Ellis flip through the pages, not saying anything.

“Sonnett—” Ellis frowns. “These are… These look—”

Emily swallows thickly, opens her mouth to apologize for going too far in her artistic approach, for going—

Kelley steps forward, up into Emily’s space.

“Babe, I’m going to get in position,” she says, light and casual. “Come over to mine later?”

And then she leans forward and kisses Emily, right in front of everyone, right in front of—

Emily softens, loses all of the tension in her body to the heat of Kelley’s mouth. Too soon, Kelley is stepping back, grinning softly before pecking Emily’s mouth one more time. She winks, then drags the bathrobe off her body, like she’s doing it for Emily, and for Emily only.

Rose makes a squealing sort of sound. Lindsey is beaming. Sam and Mal are high fiving each other behind Emily’s back, and Emily—

She can’t stop smiling, can’t stop blushing.

Professor Ellis’s eyes are wide.

“Right,” she says after a second, handing the drawing pad back to Emily awkwardly. “That’s—very well, then.” She waves her hand. “Keep doing… _that_ , I guess. We’re starting, everyone! Focus and silence, please.”

Emily catches Kelley’s eyes, feels a wave of heat going through her body when she catches sight of the hickey just above Kelley’s hipbone.

She can’t wait to draw it.

Kelley grins at her, makes sure that only Emily can see it when she mouths _don’t you dare make me too wet_.

Emily promptly knocks over her easel, and really—

Nothing has changed.

:::

Nothing’s changed—

Except that now, after class, Kelley takes Emily home and pushes her down onto the kitchen table, saying, “Want you naked, want you naked, oh my god…”

Except that now, Emily gets to pin Kelley’s wrists to the bed and tease her to the point where she’s so desperate that all she can do is pant out _baby, please_.

Except that now, they get to shower together after and cook dinner together after, and then, after, Kelley turns on all the spotlights in her apartment, hands Emily her drawing pad and strips naked for her.

Now, Kelley is smirking, saying they can have as many private sessions as it takes—and nothing’s changed, except that now, Emily might actually pass her class.

**Notes for the Chapter:**

> A/N: If anyone needs me to be their nude model, hit me up on tumblr at e-lec-tric-in-di-go. Jk jk. You can come yell at me about this fic though!

**Author's Note:**

> A/N:
> 
> Ready for the rest? 
> 
> Let me know what you think in the comments! 
> 
> xx


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